CF Industries Files 8-K

TL;DR

CF Industries filed an 8-K on Nov 26, reporting events from Nov 20. No major news yet.

AI Summary

CF Industries Holdings, Inc. filed an 8-K on November 26, 2025, reporting events as of November 20, 2025. The filing primarily concerns other events and financial statements/exhibits, with no specific material events detailed in the provided text.

Why It Matters

This 8-K filing indicates CF Industries Holdings, Inc. is providing updates or submitting required financial documentation to the SEC.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report with no immediate indication of significant negative or positive events.

Key Numbers

• 001-32597 — SEC File Number (Identifies the company's filing with the SEC.)
• 20-2697511 — EIN (Employer Identification Number for tax purposes.)

Key Players & Entities

• CF Industries Holdings, Inc. (company) — Registrant
• November 20, 2025 (date) — Earliest event date
• November 26, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Northbrook, Illinois (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share CF New York Stock Exchang
• $1,000,000,000 — the public offering (the "Offering") of $1,000,000,000 aggregate principal amount of 5.300% Se

Filing Documents

• tm2532058d1_8k.htm (8-K) — 36KB
• tm2532058d1_ex1-1.htm (EX-1.1) — 150KB
• tm2532058d1_ex4-2.htm (EX-4.2) — 215KB
• tm2532058d1_ex5-1.htm (EX-5.1) — 19KB
• tm2532058d1_ex5-1img001.jpg (GRAPHIC) — 10KB
• tm2532058d1_ex5-1img002.jpg (GRAPHIC) — 7KB
• 0001104659-25-116446.txt ( ) — 690KB
• cf-20251120.xsd (EX-101.SCH) — 3KB
• cf-20251120_lab.xml (EX-101.LAB) — 33KB
• cf-20251120_pre.xml (EX-101.PRE) — 22KB
• tm2532058d1_8k_htm.xml (XML) — 3KB

01

Item 8.01. Other Events. On November 26, 2025, CF Industries, Inc. (the "Issuer"), the direct subsidiary of CF Industries Holdings, Inc. (the "Company"), completed the public offering (the "Offering") of $1,000,000,000 aggregate principal amount of 5.300% Senior Notes due 2035 (the "Notes"). The obligations of the Issuer under the Notes are fully and unconditionally guaranteed on a senior unsecured basis (the "Guarantee") by the Company. The Notes and the Guarantee were issued pursuant to that certain Indenture, dated as of November 6, 2025, by and among the Issuer, the Company and Wilmington Trust, National Association, as trustee (the "Trustee") (the "Base Indenture"), as supplemented by Supplemental Indenture No. 1, dated as of November 26, 2025, by and among the Issuer, the Company and the Trustee (the "First Supplemental Indenture" and, the Base Indenture as so supplemented, the "Indenture"). The Indenture contains certain covenants and restrictions, including covenants that (i) limit the Company's and its Subsidiaries' ability to create or incur certain liens, (ii) limit the Company's and its Subsidiaries' ability to enter into certain sale-leaseback transactions and (iii) require the Issuer and the Company to satisfy certain conditions in order to merge or consolidate with another entity. The Indenture also provides for customary events of default. The Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at the redemption prices and on the terms and conditions set forth in the Indenture. The Offering was made pursuant to an effective shelf registration statement (including a prospectus and preliminary prospectus supplement) (File Nos. 333-291328 and 333-291328-01). The description of the Base Indenture, the First Supplemental Indenture, the Notes and the Guarantee contained in this Item 8.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture,

01

Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The following exhibits are included as part of this Current Report on Form 8-K: Exhibit No. Description 1.1 Underwriting Agreement, dated November 20, 2025, among CF Industries, Inc., CF Industries Holdings, Inc. and Goldman Sachs & Co. LLC, BMO Capital Markets Corp. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein. 4.1 Indenture, dated as of November 6, 2025, by and among CF Industries, Inc., CF Industries Holdings, Inc. and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.3 of the Registration Statement on Form S-3 filed by CF Industries, Inc. and CF Industries Holdings, Inc. with the SEC on November 6, 2025). 4.2 Supplemental Indenture No. 1, dated as of November 26, 2025, by and among CF Industries, Inc., CF Industries Holdings, Inc. and Wilmington Trust, National Association, as Trustee, to the Indenture dated as of November 6, 2025. 4.3 Form of Note (included as Exhibit A to Exhibit 4.2). 5.1 Opinion of Kirkland & Ellis LLP. 23.1 Consent of Kirkland & Ellis LLP (included as part of Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 26, 2025 CF INDUSTRIES HOLDINGS, INC. By: /s/ Michael P. McGrane Name: Michael P. McGrane Title: Vice President, General Counsel and Secretary 4